UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): April 3, 2008
_________________
Sypris Solutions,
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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0-24020
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61-1321992
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(State or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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101 Bullitt Lane, Suite
450
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Louisville,
Kentucky
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40222
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(Address of Principal
Executive
Offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code: (502) 329-2000
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1 - Registrant’s Business and
Operations
Item 5.02(e) Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain
Officers;
Compensatory Arrangements
of Certain Officers.
On April
3, 2008 Sypris Solutions, Inc. (the "Company") made certain bonus payments to
eligible participants, including the Company's chief executive officer, chief
financial officer and certain other named executive officers, as approved by the
Compensation Committee of the Company’s Board of Directors, and in the case of
the Company’s President and Chief Executive Officer by the full Board of
Directors, in the exercise of their discretion consistent with certain
guidelines adopted in the Company's 2007 Incentive Bonus Plan (the "Plan").
Under the Plan, certain non-binding bonus targets for each participant were
established and approved by the Compensation Committee, based on the Company's
anticipated operating budget, and the participant's objectives for the year. A
target Bonus Pool was to be calculated based fifty percent (50%) on the
Company’s performance to annual operating plan targets for Profit Before Tax
("PBT") and fifty percent (50%) on performance to annual operating plan targets
for Free Cash Flow ("FCF") for the consolidated financial results of the
Company. For each percentage point of achievement greater than eighty percent
(80%) of the PBT target in its annual operating plan, the guidelines allowed the
target bonus pool to be increased in accordance with a schedule. Additional
target bonus dollars could be designated once the consolidated
financial results of the Company achieved eighty percent (80%) of the FCF target
in the annual operating plan. For each percentage point of achievement greater
than eighty percent (80%) of the FCF target in its annual operating plan, the
bonus pool was eligible to be increased in accordance with a schedule. Once a
Bonus Pool is established, each qualified participant is eligible for a Bonus
Award that is equal to the bonus target, subject to an initial discretionary
review by the Company’s President and Chief Executive Officer and final
discretionary reviews by the Compensation Committee, and for any bonus payment
to the President and CEO, by the full Board.
Bonuses
approved and paid on April 3, 2008 to the Company's principal executive officer,
principal financial officer and other named executive officers were as follows:
Jeffrey T. Gill- $150,000; Thomas S. Hatton - $100,000; Richard L. Davis-
$60,000; and John R. McGeeney - $67,500. A copy of the Plan is
attached hereto as Exhibit 10.1 and incorporated by reference
herein.
Item 9.01 Financial Statements and
Exhibits.
(c) Exhibits.
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Exhibit
Number
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Description of
Exhibit
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10.1
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Incentive
Bonus Plan (January 1, 2007-December 31,
2007)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| SYPRIS SOLUTIONS, INC. | ||
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| Date: April 9, 2008 | By: | /s/ John R. McGeeney |
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John
R. McGeeney
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| General Counsel and Secretary | ||
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INDEX TO EXHIBITS
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Exhibit
Number
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Description of
Exhibit
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10.1
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Incentive
Bonus Plan (January 1, 2007-December 31,
2007)
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Exhibit 10.1
SYPRIS
SOLUTIONS, INC.
INCENTIVE
BONUS PLAN
JANURY
1, 2007 – DECEMBER 31, 2007
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1.
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Establishment of
Plan.
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Sypris
Solutions, Inc., a Delaware corporation (the “Company”), established this
corporate bonus plan effective as of January 1, 2007 (the “Plan”), to provide a
financial incentive for employees of the Company and its subsidiaries to advance
the growth and prosperity of the Company.
2. Eligibility.
Employees
of the Company and its subsidiaries who are specifically designated by the
Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”) for participation during the current year shall be
eligible to participate in the Plan.
3. Participant’s Bonus
Target.
The bonus
target for each participant will be established and approved by the Compensation
Committee. Each participant will be provided with a copy of this
Plan, which will include an exhibit that lists the participant’s full name,
salary, bonus potential based upon the current operating budget, and his or her
objectives for the current year.
4. Bonus
Pool.
4.1 PBT
Contribution. Bonus dollars will begin to accumulate once the
consolidated financial result of the company achieves eighty percent (80%) of
the PBT target in its annual operating plan. For each percentage
point of achievement greater than eighty percent (80%) of the PBT target in its
annual operating plan, the bonus pool will be increased in accordance with the
attached schedule.
4.2 FCF
Contribution. Additional bonus dollars will begin to
accumulate once the consolidated financial result of the company achieves eighty
percent (80%) of the FCF target in its annual operating plan. For
each percentage point of achievement greater than eighty (80%) of the FCF target
in its annual operating plan, the bonus pool will be increased in accordance
with the attached schedule.
5. Bonus
Award.
Each
qualified participant will be eligible for a Bonus Award that is equal to the
bonus target, subject to the provisions of Sections 8.1, 8.2, 8.3 and the
following:
5.1 Management
Objectives. Each participant will have Management Objectives
for the Plan year, each of which will be specific with regard to (i) the
expected outcome, (ii) the date or dates by which the objective must be achieved
and a weighting, the total of which for all objectives will be equal to one
hundred percent (100%). The chief executive officer of the Company
will have the responsibility to review and determine each participant’s
performance to objectives and to assign each individual a percentage that will
be used as a factor to determine the actual amount of the awards to be
distributed.
5.2 Discretionary
Review. The chief executive officer of the Company will have
the discretion to increase or decrease the actual amount of the awards to be
based upon the
individual’s
specific performance and contribution to the Company. Such discretion
will be used sparingly and will generally be limited to the recognition of
extenuating circumstances and/or exceptional accomplishments that may or may not
have been captured by the Management Objectives.
5.3 Approval of the Compensation
Committee. The Bonus Award for each participant will be
subject to the review of and approval by the Compensation
Committee.
5.4 Qualification. Awards
will be payable to each eligible participant as soon as administratively
practicable after release of the audited annual financial statements of the
Company and the approval of the Compensation Committee; provided, however, that
the Plan shall be in effect as of the date of payment and such employee shall be
employed by the Company as of the date of payment. NO EMPLOYEE SHALL HAVE ANY RIGHT TO
PAYMENT OF AN AWARD UNLESS THE PLAN IS IN EFFECT AND THE EMPLOYEE IS EMPLOYED BY
THE COMPANY AS OF THE DATE OF PAYMENT.
5.5 Caps and
Limitations. There will be a cap that limits the earning of
additional bonus budget dollars at the time that the PBT or FCF targets reach
150% of the original target.
6. Method of
Distribution.
Cash
awards shall be payable by check in lump sum. All such payments will
be subject to withholding for income, social security or other such payroll
taxes as may be appropriate.
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7.
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Administration
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The
Compensation Committee shall administer this Plan. The decisions of
the Compensation Committee in interpreting and applying the Plan shall be
final.
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8.
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Miscellaneous
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8.1 Employment
Rights. The adoption and maintenance of this Plan is not an
employment agreement between the Company and any employee. Nothing
herein contained shall be deemed to give any employee the right neither to be
retained in the employ of the Company nor to interfere with the right of the
Company to discharge any employee at any time.
8.2 Acquisitions and
Divestitures. The variables to be used in the calculation of
PBT and FCF will be prorated for any acquisition and/or divestiture to reflect
the timing of such event or events during the current Plan year at the time of
such acquisition or divestiture.
8.3 Amendment and
Termination. The Company may, without the consent of any
employee or beneficiary, amend or terminate the Plan at any time and from
time-to-time.
8.4 Governing
Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.
8.5 Construction. The
headings and subheadings of this Plan have been inserted for convenience for
reference only and are to be ignored in any construction of the provisions
hereof. The masculine shall be deemed to include the feminine, the
singular shall include the plural, and the plural shall include the singular
unless the context otherwise requires. The invalidity or
unenforceability of any provision hereunder shall not affect the validity or
enforceability of the balance hereof. This Plan represents the entire
undertaking by the Company concerning its subject matter and supersedes all
prior undertakings with respect thereto. No provision hereof may be
waived or discharged except by a written document
03/12/07
2
approved
by the Compensation Committee and signed by a duly authorized representative of
the Company.
| SYPRIS SOLUTIONS, INC. | PARTICIPANT | |||
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Jeffrey
T. Gill
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President
and CEO
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03/12/07
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